HCM II Acquisition Corp-A 2025年季度报告

company” are to HCM II Acquisition Corp., unless the context otherwise indicates.The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (“Form 10-Q”) for the three months ended March 31,2025 is to remove an incorrect statement from Footnote 6 – Related Party Transactions to the Financial Statements under Part I, Item 1of the Form 10-Q and amend Item 4 - Controls and Procedures. Founder Shares On April 8, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of theCompany’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. Up to 750,000 of the founder sharesmay be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment isexercised. On August 19, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinaryshares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initialBusiness Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares forcash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of theCompany’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 daysafter the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the foundershares will be released from the Lock-up. Administrative Services Agreement The Company entered into an agreement, commencing on August 15, 2024, through the earlier of consummation of the initialBusiness Combination and the liquidation, to pay the Sponsor $15,000 per month for office space, utilities and secretarial andadministrative support services. For the three months ended March 31, 2025, the Company incurred $45,000 for these services.Due from Sponsor Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that aBusiness Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repaythe Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to$1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination amended Part I, Item 4Item 4. Controls and Procedures.Evaluation of Disclosure Controls and Procedures Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.Under the supervision and with the participation of our management, including our principal executive officer and principal financialand accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31,2025, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A material weakness is a deficiency, or acombination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a materialmisstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based upon concludes that this is a material weakness. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls andprocedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of thedisclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected allour control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certainassumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of TABLE OF CONTENTS